Overseas Direct Investment Advisory for Indian Companies
Navigate FEMA/RBI ODI regulations with confidence — route selection, funding review, AD-bank coordination and reporting support.
Part of our Global Expansion advisory. New to ODI? Read our ODI Compliance Guide for Indian Companies. For layered overseas groups, see our Step-Down Subsidiary Review.
Statutory CA certifications on ODI valuation and APR filings are arranged through our empanelled CA partner firm Regi Tom Antony & Associates.
What is ODI
- Overseas Direct Investment by Indian persons / entities into a foreign entity.
- Automatic route: within prescribed financial commitment limits and eligible sectors — no prior RBI approval.
- Approval route: where limits, sectors or structure (e.g. financial services, real estate) require RBI sign-off.
- Eligible investors include Indian companies, LLPs, registered partnerships and resident individuals (LRS).
Key ODI Compliance Requirements
- Form ODI (Part I / II / III) for initial investment, subsequent commitments and disinvestment.
- Annual Performance Report (APR) for every overseas JV/WOS — due each year.
- Valuation norms from a SEBI-registered Category I Merchant Banker / Chartered Accountant.
- FEMA reporting including FLA return and any post-transaction filings.
Our Advisory Scope
- Structure memo — entity, jurisdiction, funding route and shareholding.
- Route analysis — automatic vs approval, limit computation, sectoral eligibility.
- AD-bank coordination — UIN allotment, Form ODI submission, query responses.
- Ongoing compliance — APR, FLA, valuation updates and FEMA filings.
What ODI advisory solves
Overseas Direct Investment is how an Indian company, LLP or resident individual invests in a business outside India, under the Foreign Exchange Management (Overseas Investment) Rules and Regulations, 2022. Getting the structure right before the first remittance matters, because restructuring an overseas holding later can trigger new filings, tax and approval questions.
Key rules we plan around
- Financial commitment limit: an Indian entity can make overseas investment under the automatic route up to a multiple of its net worth as per its last audited balance sheet; beyond that, approval is required.
- Bona fide business: the overseas entity must carry on a bona fide business activity, and certain sectors such as real estate business and gambling are prohibited.
- Round-tripping: structures where the overseas entity invests back into India are restricted, including limits on the number of layers of subsidiaries.
- Resident individuals: individuals invest within the Liberalised Remittance Scheme limit and face tighter restrictions on what they can hold.
Figures and timelines above reflect our understanding at the time of writing; confirm against the latest Act, Rules and notifications before relying on them.
How an engagement runs
We map the commercial goal (a sales subsidiary, an acquisition, a JV with a local partner) to a structure, check the financial commitment headroom, coordinate valuation where shares are acquired, and work with the AD bank on the Form ODI filing and remittance. After the investment, the annual cycle begins; our ODI compliance and APR filing service handles that. For the set-up mechanics of a new company abroad, see overseas subsidiary and JV setup.
Practical questions
Is a loan to the overseas subsidiary also ODI?
Yes. Loans, guarantees and other financial commitments to the overseas entity count towards the financial commitment limit and are reported to the AD bank.
Can an individual hold shares in a foreign startup?
Generally yes, within the LRS limit and subject to the rules on control and the type of entity. The details depend on whether the holding is treated as ODI or portfolio investment.
Planning an Overseas Investment?
We'll map the right ODI route, structure and compliance roadmap before you commit funds.